Amendment No. 4 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

EASTMAN KODAK COMPANY

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

277461 40 6

(CUSIP Number)

 

Marisa Beeney

GSO Capital Partners LP

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

 

Stephen S. Sypherd

FS Investment Corporation

FS Investment Corporation II

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112

Tel: (215) 495-1150

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

October 30, 2015

(Date of Event Which Requires Filing of This Statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 277461 40 6    Page 2 of 49

 

  1   

Names of reporting persons

 

GSO Palmetto Opportunistic Investment Partners LP

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

986,236*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

986,236*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

986,236*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

2.3%*

14  

Type of reporting person (see instructions)

 

PN

 

* Based on 41,990,867 shares of common stock, par value $0.01 per share (the “Common Stock”), of Eastman Kodak Company (the “Issuer”) outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 25,682 mandatorily net-settled warrants held by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons (as defined below) may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.

 


CUSIP No. 277461 40 6    Page 3 of 49

 

  1   

Names of reporting persons

 

GSO Credit-A Partners LP

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

1,226,470*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

1,226,470*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

1,226,470*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

2.9%*

14  

Type of reporting person (see instructions)

 

PN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 32,226 mandatorily net-settled warrants held by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 4 of 49

 

  1   

Names of reporting persons

 

GSO Special Situations Fund LP

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

3,145,099*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

3,145,099*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

3,145,099*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

7.5%*

14  

Type of reporting person (see instructions)

 

PN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 83,442 mandatorily net-settled warrants held by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 5 of 49

 

  1   

Names of reporting persons

 

GSO Cactus Credit Opportunities Fund LP

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

272,869 *

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

272,869 *

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

272,869 *

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

0.6%*

14  

Type of reporting person (see instructions)

 

PN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 11,768 mandatorily net-settled warrants held by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 6 of 49

 

  1   

Names of reporting persons

 

GSO Credit Alpha Trading (Cayman) LP

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

285,769

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

285,769

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

285,769

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

0.7%

14  

Type of reporting person (see instructions)

 

PN


CUSIP No. 277461 40 6    Page 7 of 49

 

  1   

Names of reporting persons

 

GSO Special Situations Overseas Master Fund Ltd.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Cayman Islands, British West Indies

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

2,958,768*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

2,958,768*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

2,958,768*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

7.0%*

14  

Type of reporting person (see instructions)

 

CO

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 77,702 mandatorily net-settled warrants held by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 8 of 49

 

  1   

Names of reporting persons

 

GSO Special Situations Overseas Fund Ltd.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Cayman Islands, British West Indies

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

2,958,768*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

2,958,768*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

2,958,768*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

7.0%*

14  

Type of reporting person (see instructions)

 

CO

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 77,702 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 9 of 49

 

  1   

Names of reporting persons

 

GSO Palmetto Opportunistic Associates LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

986,236*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

986,236*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

986,236*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

2.3%*

14  

Type of reporting person (see instructions)

 

OO

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 25,682 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 10 of 49

 

  1   

Names of reporting persons

 

GSO Credit-A Associates LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

1,226,470*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

1,226,470*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

1,226,470*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

2.9%*

14  

Type of reporting person (see instructions)

 

OO

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 32,226 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 11 of 49

 

  1   

Names of reporting persons

 

GSO Holdings I L.L.C.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

2,212,706*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

2,212,706*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

2,212,706*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

5.3%*

14  

Type of reporting person (see instructions)

 

OO

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 57,908 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 12 of 49

 

  1   

Names of reporting persons

 

GSO Capital Partners LP

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

6,662,505*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

6,662,505*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

6,662,505*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

15.9%*

14  

Type of reporting person (see instructions)

 

PN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 172,912 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 13 of 49

 

  1   

Names of reporting persons

 

GSO Advisor Holdings L.L.C.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

6,662,505*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

6,662,505*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

6,662,505*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

15.9%*

14  

Type of reporting person (see instructions)

 

OO

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 172,912 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 14 of 49

 

  1   

Names of reporting persons

 

Blackstone Holdings I L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

6,662,505*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

6,662,505*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

6,662,505*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

15.9%*

14  

Type of reporting person (see instructions)

 

PN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 172,912 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 15 of 49

 

  1   

Names of reporting persons

 

Blackstone Holdings II L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

2,212,706*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

2,212,706*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

2,212,706*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

5.3%*

14  

Type of reporting person (see instructions)

 

PN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 57,908 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 16 of 49

 

  1   

Names of reporting persons

 

Blackstone Holdings I/II GP Inc.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

8,875,211*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

8,875,211*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

8,875,211*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

21.1%*

14  

Type of reporting person (see instructions)

 

CO

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 230,820 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 17 of 49

 

  1   

Names of reporting persons

 

The Blackstone Group L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

8,875,211*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

8,875,211*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

8,875,211*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

21.1%*

14  

Type of reporting person (see instructions)

 

PN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 230,820 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 18 of 49

 

  1   

Names of reporting persons

 

Blackstone Group Management L.L.C.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

8,875,211*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

8,875,211*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

8,875,211*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

21.1%*

14  

Type of reporting person (see instructions)

 

OO

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 230,820 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 19 of 49

 

  1   

Names of reporting persons

 

Bennett J. Goodman

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

0

     8   

Shared voting power

 

8,875,211*

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

8,875,211*

11  

Aggregate amount beneficially owned by each reporting person

 

8,875,211*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

21.1%*

14  

Type of reporting person (see instructions)

 

IN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 230,820 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 20 of 49

 

  1   

Names of reporting persons

 

J. Albert Smith III

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

0

     8   

Shared voting power

 

8,875,211*

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

8,875,211*

11  

Aggregate amount beneficially owned by each reporting person

 

8,875,211*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

21.1%*

14  

Type of reporting person (see instructions)

 

IN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 230,820 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 21 of 49

 

  1   

Names of reporting persons

 

Douglas I. Ostrover

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

0

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

0.0%

14  

Type of reporting person (see instructions)

 

IN


CUSIP No. 277461 40 6    Page 22 of 49

 

  1   

Names of reporting persons

 

Stephen A. Schwarzman

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

8,875,211*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

8,875,211*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

8,875,211*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

21.1%*

14  

Type of reporting person (see instructions)

 

IN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, the 230,820 mandatorily net-settled warrants that may be deemed to be beneficially owned by the Reporting Person cannot be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Person’s beneficial ownership of Common Stock reported herein. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 23 of 49

 

  1   

Names of reporting persons

 

FS Investment Corporation

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Maryland

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

61,859*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

61,859*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

61,859*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

0.1%*

14  

Type of reporting person (see instructions)

 

CO

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 24 of 49

 

  1   

Names of reporting persons

 

Locust Street Funding LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

13,853*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

13,853*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

13,853*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

Less than 0.1%*

14  

Type of reporting person (see instructions)

 

OO

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 25 of 49

 

  1   

Names of reporting persons

 

FS Investment Corporation II

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Maryland

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

1,846*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

1,846*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

1,846*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

Less than 0.1%*

14  

Type of reporting person (see instructions)

 

CO

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 26 of 49

 

  1   

Names of reporting persons

 

FB Income Advisor, LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

61,859*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

61,859*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

61,859*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

0.1%*

14  

Type of reporting person (see instructions)

 

IA

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 27 of 49

 

  1   

Names of reporting persons

 

FSIC II Advisor, LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

1,846*

     8   

Shared voting power

 

0

     9   

Sole dispositive power

 

1,846*

   10   

Shared dispositive power

 

0

11  

Aggregate amount beneficially owned by each reporting person

 

1,846*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

Less than 0.1%*

14  

Type of reporting person (see instructions)

 

IA

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.

 


CUSIP No. 277461 40 6    Page 28 of 49

 

  1   

Names of reporting persons

 

Michael C. Forman

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

0

     8   

Shared voting power

 

63,705*

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

63,705*

11  

Aggregate amount beneficially owned by each reporting person

 

63,705*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

0.2%*

14  

Type of reporting person (see instructions)

 

IN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 29 of 49

 

  1   

Names of reporting persons

 

David J. Adelman

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

0

     8   

Shared voting power

 

63,705*

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

63,705*

11  

Aggregate amount beneficially owned by each reporting person

 

63,705*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

0.2%*

14  

Type of reporting person (see instructions)

 

IN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 30 of 49

 

  1   

Names of reporting persons

 

Gerald F. Stahlecker

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

0

     8   

Shared voting power

 

63,705*

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

63,705*

11  

Aggregate amount beneficially owned by each reporting person

 

63,705*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

0.2%*

14  

Type of reporting person (see instructions)

 

IN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 31 of 49

 

  1   

Names of reporting persons

 

Zachary Klehr

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

0

     8   

Shared voting power

 

63,705*

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

63,705*

11  

Aggregate amount beneficially owned by each reporting person

 

63,705*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

0.2%*

14  

Type of reporting person (see instructions)

 

IN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


CUSIP No. 277461 40 6    Page 32 of 49

 

  1   

Names of reporting persons

 

Sean Coleman

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  6  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

0

     8   

Shared voting power

 

63,705*

     9   

Sole dispositive power

 

0

   10   

Shared dispositive power

 

63,705*

11  

Aggregate amount beneficially owned by each reporting person

 

63,705*

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

¨

13  

Percent of class represented by amount in Row (11)

 

0.2%*

14  

Type of reporting person (see instructions)

 

IN

 

* Based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015, as reported in the Issuer’s Form 10-Q filed on October 22, 2015. Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding as of October 15, 2015.


Page 33 of 49

 

This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Eastman Kodak Company, a New Jersey corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed on September 13, 2013, as amended on October 3, 2013, as amended on January 12, 2015, as amended on April 24, 2015 (collectively, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 4 have the same meanings ascribed to them in the Schedule 13D.

Item 2. Identity and Background.

Item 2 of Schedule 13D is hereby amended and restated as follows:

(a) – (c) This Schedule 13D is being filed by:

 

    (i) GSO Palmetto Opportunistic Investment Partners LP, which is a Delaware limited partnership, (ii) GSO Credit-A Partners LP, which is a Delaware limited partnership, (iii) GSO Special Situations Fund LP, which is a Delaware limited partnership, (iv) GSO Special Situations Overseas Master Fund Ltd., which is a Cayman Islands company limited by shares, (v) GSO Cactus Credit Opportunities Fund LP, which is a Delaware limited partnership, (vi) GSO Credit Alpha Trading (Cayman) LP, which is a Cayman Islands limited partnership (GSO Palmetto Opportunistic Investment Partners LP, GSO Credit-A Partners LP, GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Cactus Credit Opportunities Fund LP and GSO Credit Alpha Trading (Cayman) LP, collectively, the “GSO Funds”), (vii) GSO Palmetto Opportunistic Associates LLC, which is a Delaware limited liability company, (viii) GSO Credit-A Associates LLC, which is a Delaware limited liability company, (ix) GSO Special Situations Overseas Fund Ltd., which is a Cayman Islands company limited by shares, (x) GSO Holdings I L.L.C., which is a Delaware limited liability company, and (xi) GSO Capital Partners LP, which is a Delaware limited partnership (GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC, GSO Special Situations Overseas Fund Ltd., GSO Holdings I L.L.C., GSO Capital Partners LP and the GSO Funds, collectively, the “GSO Entities”);

 

    Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover, each of whom is a citizen of the United States of America (collectively, the “GSO Executives”);

 

    (i) GSO Advisor Holdings L.L.C., which is a Delaware limited liability company, (ii) Blackstone Holdings I L.P., which is a Delaware limited partnership, (iii) Blackstone Holdings II L.P., which is a Delaware limited partnership, (iv) Blackstone Holdings I/II GP Inc., which is a Delaware corporation, (v) The Blackstone Group L.P., which is a Delaware limited partnership, and (vi) Blackstone Group Management L.L.C., which is a Delaware limited liability company (collectively, the “Blackstone Entities”);

 

    Stephen A. Schwarzman, who is a citizen of the United States of America;

 

    (i) FS Investment Corporation, a Maryland corporation (“FSIC”), (ii) Locust Street Funding LLC, a Delaware limited liability company, (iii) FS Investment Corporation II, a Maryland corporation (“FSIC II” and, together with FSIC and Locust Street Funding LLC, the “FS Funds”), (iv) FB Income Advisor, LLC, a Delaware limited liability company, and (v) FSIC II Advisor, LLC, a Delaware limited liability company (FB Income Advisor, LLC, FSIC II Advisor, LLC and the FS Funds, collectively, the “FS Entities”); and

 

    Michael C. Forman, David J. Adelman, Gerald F. Stahlecker, Zachary Klehr and Sean Coleman, each of whom is a citizen of the United States of America (collectively, the “FS Persons”).

The principal business address of each of the GSO Entities and GSO Executives is c/o GSO Capital Partners LP, 345 Park Avenue, New York, New York 10154. The principal business address of each of the Blackstone Entities and Mr. Schwarzman is c/o The Blackstone Group, 345 Park Avenue, New York, New York 10154.

The principal business of the GSO Funds is investing in both public and private non-investment grade and non-rated securities, including leveraged loans, high yield bonds, distressed securities, second lien loans, mezzanine securities, equity securities, credit derivatives and other investments.


Page 34 of 49

 

The principal business of GSO Palmetto Opportunistic Associates LLC is performing the functions of, and serving as, the general partner of GSO Palmetto Opportunistic Investment Partners LP. The principal business of GSO Credit-A Associates LLC is performing the functions of, and serving as, the general partner of GSO Credit-A Partners LP. The principal business of GSO Holdings I L.L.C. is performing the functions of, and serving as, the managing member (or similar position) of and member or equity holder of each of GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC.

GSO Special Situations Overseas Fund Ltd. is the majority shareholder of GSO Special Situations Overseas Master Fund Ltd. GSO Capital Partners LP serves as the investment manager of GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Special Situations Overseas Fund Ltd., GSO Cactus Credit Opportunities Fund LP and GSO Credit Alpha Trading (Cayman) LP.

The principal business of GSO Advisor Holdings L.L.C. is performing the functions of, and serving as, the special limited partner of GSO Capital Partners LP with the investment and voting power over the securities beneficially owned by GSO Capital Partners LP. The principal business of Blackstone Holdings I L.P. is performing the functions of, and serving as, a managing member (or similar position) of and member or equity holder of GSO Holdings I L.L.C., GSO Advisor Holdings L.L.C. and other affiliated entities. The principal business of Blackstone Holdings II L.P. is performing the functions of, and serving as, a managing member (or similar position) of and member or equity holder of GSO Holdings I L.L.C. and other affiliated entities. The principal business of Blackstone Holdings I/II GP Inc. is performing the functions of, and serving as, the general partner (or similar position) of Blackstone Holdings I L.P., Blackstone Holdings II L.P. and other affiliated Blackstone entities. The principal business of The Blackstone Group L.P. is performing the functions of, and serving as, the controlling shareholder of Blackstone Holdings I/II GP Inc. and other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C. is performing the functions of, and serving as, the general partner of The Blackstone Group L.P.

The principal occupation of Mr. Schwarzman is serving as an executive of Blackstone Group Management L.L.C. The principal occupation of each of Messrs. Goodman and Smith is serving as an executive of GSO Holdings I L.L.C. and GSO Capital Partners LP. The principal occupation of Mr. Ostrover is serving as a senior advisor to GSO Capital Partners LP.

The principal business address of each of the FS Entities and the FS Persons is 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

The principal business of FSIC and FSIC II as externally-managed, non-diversified, closed-end management investment companies is investing primarily in senior secured loans and second lien loans of private U.S. companies. The principal business of Locust Street Funding LLC, a wholly-owned subsidiary of FSIC, is procuring financing or otherwise holding investments. The principal occupation of each of Messrs. Forman, Stahlecker, Klehr and Coleman is serving as an executive of the FS Funds and their affiliates. The principal occupation of Mr. Adelman is serving as an executive of Campus Apartments, Inc.

Set forth on Schedule I and Schedule II to this Schedule 13D and incorporated herein by reference is the following information with respect to each director and executive officer of FSIC and FSIC II: (i) the name; (ii) the business address; (iii) to the best of FSIC’s or FSIC II’s knowledge as of the date hereof, the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) to the best of FSIC’s or FSIC II’s knowledge as of the date hereof, the citizenship.

FB Income Advisor, LLC and FSIC II Advisor, LLC serve as the investment managers of FSIC and FSIC II, respectively. The investment committees of FB Income Advisor, LLC and FSIC II Advisor, LLC make investment decisions on behalf of FB Income Advisor, LLC and FSIC II Advisor, LLC, respectively, and have the power to vote or to direct the vote of, and to dispose or to direct the disposition of, the shares of Common Stock held by the FS Funds. The members of the investment committees of each of FB Income Advisor, LLC and FSIC II Advisor, LLC are Michael C. Forman, Gerald F. Stahlecker and Zachary Klehr and Sean Coleman. Mr. Adelman is a Manager of FB Income Advisor, LLC and FSIC II Advisor, LLC. None of FB Income Advisor, LLC, FSIC II Advisor, LLC or any FS Person owns any shares of Common Stock directly, and each FS Person disclaims beneficial ownership of the shares of Common Stock held by the FS Funds.

(d) During the last five years, none of the Reporting Persons or, to the best of FSIC’s or FSIC II’s knowledge, any of the executive officers or directors of FSIC and FSIC II has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best of FSIC’s or FSIC II’s knowledge, any of the executive officers or directors of FSIC and FSIC II has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


Page 35 of 49

 

(f) See Item 2(a)-(c) above for citizenship of each of the Reporting Persons and Schedule I and Schedule II for citizenship of each of the executive officers and directors of FSIC and FSIC II.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of Schedule 13D is hereby supplemented as follows:

From October 30, 2015 through November 4, 2015, (a) GSO Cactus Credit Opportunities Fund LP purchased 101,398 shares of Common Stock for an aggregate purchase price of approximately $1,282,791 in a series of open market transactions, and (b) GSO Credit Alpha Trading (Cayman) LP purchased 285,769 shares of Common Stock for an aggregate purchase price of approximately $3,615,278 in a series of open market transactions. The source of funds for the purchases described above was the general working capital of GSO Cactus Credit Opportunities Fund LP and GSO Credit Alpha Trading (Cayman) LP, as applicable.

Item 5. Interest in Securities of the Issuer.

Item 5 of Schedule 13D is hereby supplemented as follows:

The below beneficial ownership percentage is based on 41,990,867 shares of Common Stock outstanding as of October 15, 2015 (as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 22, 2015).

Based on the closing price of the Common Stock on November 9, 2015, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 8,938,916 shares of Common Stock, representing 21.3% of the Common Stock outstanding.

As of the date hereof, (i) GSO Palmetto Opportunistic Investment Partners LP directly holds 986,236 shares of Common Stock, (ii) GSO Credit-A Partners LP directly holds 1,226,470 shares of Common Stock, (iii) GSO Special Situations Fund LP directly holds 3,145,099 shares of Common Stock, (iv) GSO Special Situations Overseas Master Fund Ltd. directly holds 2,958,768 shares of Common Stock, (v) GSO Cactus Credit Opportunities Fund LP directly holds 272,869 shares of Common Stock, (vi) GSO Credit Alpha Trading (Cayman) LP directly holds 285,769 shares of Common Stock, (vii) FSIC directly holds 48,006 shares of Common Stock, (viii) Locust Street Funding LLC directly holds 13,853 shares of Common Stock and (ix) FSIC II directly holds 1,846 shares of Common Stock.

As of the date hereof, (i) GSO Palmetto Opportunistic Investment Partners LP directly holds net-share settled warrants to purchase (A) 12,841 shares of Common Stock at an exercise price of $14.93 per share and (B) 12,841 shares of Common Stock at an exercise price of $16.12 per share, (ii) GSO Credit-A Partners LP directly holds net-share settled warrants to purchase (A) 16,113 shares of Common Stock at an exercise price of $14.93 per share and (B) 16,113 shares of Common Stock at an exercise price of $16.12 per share, (iii) GSO Special Situations Fund LP directly holds net-share settled warrants to purchase (A) 41,721 shares of Common Stock at an exercise price of $14.93 per share and (B) 41,721 shares of Common Stock at an exercise price of $16.12 per share, (iv) GSO Special Situations Overseas Master Fund Ltd. directly holds net-share settled warrants to purchase (A) 38,851 shares of Common Stock at an exercise price of $14.93 per share and (B) 38,851 shares of Common Stock at an exercise price of $16.12 per share, and (v) GSO Cactus Credit Opportunities Fund LP directly holds net-share settled warrants to purchase (A) 5,884 shares of Common Stock at an exercise price of $14.93 per share and (B) 5,884 shares of Common Stock at an exercise price of $16.12 per share. Based on a closing price of $13.74 per share of Common Stock on November 9, 2015, none of the mandatorily net-settled warrants can be settled for shares of Common Stock pursuant to the terms thereof, and the shares underlying such warrants are excluded from the Reporting Persons’ beneficial ownership of Common Stock reported herein.

Item 5 (a) – (b) of Schedule 13D is hereby amended by replacing the eighth paragraph thereof with the following:

GSO Advisor Holdings L.L.C. is a special limited partner of GSO Capital Partners LP with investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by GSO Palmetto Opportunistic Investment Partners LP and GSO Credit-A Partners LP. Blackstone Holdings I/II GP Inc. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.


Page 36 of 49

 

Item 5(c) of Schedule 13D is hereby amended and restated as follows:

(c) Except as set forth herein, none of the Reporting Persons or, to the best of FSIC’s or FSIC II’s knowledge as of the date hereof, any of the persons named in Schedules I and II attached hereto has engaged in any transaction during the past 60 days in any shares of Common Stock, except for the transactions set forth on Schedule III attached hereto.

Item 5(e) of Schedule 13D is hereby amended and restated as follows:

(e) Effective as of July 1, 2015, Mr. Ostrover, a founder of GSO Capital Partners LP, became a senior advisor to GSO Capital Partners LP and is no longer a beneficial owner of the securities held by the GSO Funds.

Item 7. Material to be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended as follows:

 

Exhibit A    Joint Filing Agreement, dated November 10, 2015, among the Reporting Persons (filed herewith).


Page 37 of 49

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 10, 2015

GSO Palmetto Opportunistic Investment Partners LP

 

By:   GSO Palmetto Opportunistic Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:   Authorized Signatory
GSO Credit-A Partners LP
By:   GSO Credit-A Associates LLC, its general partner
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:   Authorized Signatory
GSO Palmetto Opportunistic Associates LLC
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:   Authorized Signatory
GSO Credit-A Associates LLC
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:   Authorized Signatory
GSO Special Situations Fund LP
By:   GSO Capital Partners LP, its investment advisor
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:  Authorized Signatory


Page 38 of 49

 

GSO Credit Alpha Trading (Cayman) LP
By:  

GSO Capital Partners LP, its investment

advisor

By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:  Authorized Signatory
GSO Cactus Credit Opportunities Fund LP
By:  

GSO Capital Partners LP, its investment

advisor

By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:  Authorized Signatory
GSO Special Situations Overseas Master Fund Ltd.
By:   GSO Capital Partners LP, its investment advisor
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:  Authorized Signatory
GSO Special Situations Overseas Fund Ltd.
By:   GSO Capital Partners LP, its investment advisor
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:   Authorized Signatory
GSO Capital Partners LP
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:   Authorized Signatory
GSO Holdings I L.L.C.
By:  

/s/ John G. Finley

  Name: John G. Finley
  Title:   Chief Legal Officer


Page 39 of 49

 

GSO Advisor Holdings L.L.C.
By:   Blackstone Holdings I L.P., its sole member
By:   Blackstone Holdings I/II GP Inc., its general partner
By:  

/s/ John G. Finley

  Name: John G. Finley
  Title:   Chief Legal Officer
Blackstone Holdings I L.P.
By:   Blackstone Holdings I/II GP Inc., its general partner
By:  

/s/ John G. Finley

  Name: John G. Finley
  Title:   Chief Legal Officer
Blackstone Holdings II L.P.
By:   Blackstone Holdings I/II GP Inc., its general partner
By:  

/s/ John G. Finley

  Name: John G. Finley
  Title:   Chief Legal Officer
Blackstone Holdings I/II GP Inc.
By:  

/s/ John G. Finley

  Name: John G. Finley
  Title:   Chief Legal Officer
The Blackstone Group L.P.
By:   Blackstone Group Management L.L.C.,
  its general partner
By:  

/s/ John G. Finley

  Name: John G. Finley
  Title:   Chief Legal Officer
Blackstone Group Management L.L.C.
By:  

/s/ John G. Finley

  Name: John G. Finley
  Title:   Chief Legal Officer
Stephen A. Schwarzman

/s/ Stephen A. Schwarzman


Page 40 of 49

 

Bennett J. Goodman
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:   Attorney-in-Fact
J. Albert Smith III
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:   Attorney-in-Fact
Douglas I. Ostrover
By:  

/s/ Marisa Beeney

  Name: Marisa Beeney
  Title:   Attorney-in-Fact


Page 41 of 49

 

FS Investment Corporation
By:  

/s/ Stephen S. Sypherd

  Name: Stephen S. Sypherd
  Title:   Vice President
Locust Street Funding LLC
By:  

/s/ Stephen S. Sypherd

  Name: Stephen S. Sypherd
  Title:   Vice President
FS Investment Corporation II
By:  

/s/ Stephen S. Sypherd

  Name: Stephen S. Sypherd
  Title:   Vice President
FB Income Advisor, LLC
By:  

/s/ Stephen S. Sypherd

  Name: Stephen S. Sypherd
  Title:   Managing Director
FSIC II Advisor, LLC
By:  

/s/ Stephen S. Sypherd

  Name: Stephen S. Sypherd
  Title:   Managing Director
Michael C. Forman

/s/ Michael C. Forman

David J. Adelman

/s/ David J. Adelman

Gerald F. Stahlecker

/s/ Gerald F. Stahlecker

Zachary Klehr

/s/ Zachary Klehr

Sean Coleman

/s/ Sean Coleman